Veritas Farms (VFRM) 10-Q15 Nov 232023 Q3 Quarterly reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 13, 2023
Document Information Line Items
Entity Registrant Name	Veritas Farms, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		163,879,870
Amendment Flag	false
Entity Central Index Key	0001669400
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-210190
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	90-1254190
Entity Address, Address Line One	401 E. Las Olas Boulevard
Entity Address, Address Line Two	Suite 1400
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33301
City Area Code	(833)
Local Phone Number	691-4367
Entity Interactive Data Current	No

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 58,787	$ 55,273
Inventories	2,291,108	2,242,528
Accounts receivable, net of allowance for doubtful accounts	28,047	34,445
Employee retention credit receivable	36,301	623,907
Assets held for sale	456,636	502,709
Prepaid expenses	41,983	73,428
Total current assets	2,912,862	3,532,290
Property and equipment, net of accumulated depreciation	2,701,873	2,806,790
Goodwill	2,548,652
Intangible assets, net of accumulated amortization	55,000	55,000
Right of use assets, net of accumulated amortization		264,182
Other assets	100,776	136,209
TOTAL ASSETS	8,319,163	6,794,471
CURRENT LIABILITIES
Accounts payable	1,651,823	1,247,759
Accrued expenses	513,752	250,160
Accrued interest	649,205	297,453
Dividends payable	895,008	595,830
Convertible notes payable	200,000	200,000
Contract liability	460,550	422,919
Operating lease liability		150,052
Notes payable, current portion	97,213	3,278
Total current liabilities	4,467,551	3,167,451
LONG TERM LIABILITIES
Notes payable, long term, net of current portion	150,000	150,000
Operating lease liability, net of current portion		114,130
TOTAL LIABILITIES	8,111,701	7,400,748
COMMITMENTS AND CONTINGENCIES (See Note 12)
SHAREHOLDERS’ EQUITY/(DEFICIT)
Preferred stock value
Common stock, 800,000,000 shares authorized, 163,877,905 shares issued and 163,879,870 shares outstanding at September 30, 2023, and 41,623,366 shares issued and 41,625,331 shares outstanding at December 31, 2022, at $0.001 par value 41,623,366 shares issued and 41,625,331 shares outstanding at December 31, 2022, at $0.001 par value	163,880	41,625
Additional paid in capital	43,288,966	38,821,720
Accumulated (deficit)	(43,250,384)	(39,474,622)
TOTAL SHAREHOLDERS’ EQUITY/(DEFICIT)	207,462	(606,277)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY/(DEFICIT)	8,319,163	6,794,471
Series A Convertible Preferred Stock
SHAREHOLDERS’ EQUITY/(DEFICIT)
Preferred stock value	4,000	4,000
Series B Convertible Preferred Stock
SHAREHOLDERS’ EQUITY/(DEFICIT)
Preferred stock value	1,000	1,000
Related Party
LONG TERM LIABILITIES
Related party convertible notes payable, long term, net of discount	$ 3,494,150	$ 3,969,167

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares undesignated	15,000,000	15,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common Stock
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	163,877,905	41,623,366
Common stock, shares outstanding	163,879,870	41,625,331
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Series A Convertible Preferred Stock
Preferred stock, shares authorized	4,000,000	4,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	4,000,000	4,000,000
Preferred stock, shares outstanding	4,000,000	4,000,000
Series B Convertible Preferred Stock
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues	$ 235,941	$ 100,205	$ 615,593	$ 795,044
Cost of goods sold	183,220	363,975	476,870	1,007,616
Inventory write-down			423,194
Total cost of goods sold	183,220	363,975	900,064	1,007,616
Gross margin/(expense)	52,721	(263,770)	(284,471)	(212,572)
Operating expenses
Selling, general and administrative	892,458	560,038	2,493,368	3,129,966
Total operating expenses	892,458	560,038	2,493,368	3,129,966
Operating (loss)	(839,737)	(823,808)	(2,777,839)	(3,342,538)
Other income/(expense)
Interest expense	(36,249)	(10,614)	(60,739)	(43,302)
Gain on loan forgiveness				812,981
Gain/(loss) on disposal	58,769	(20,855)	28,655	(6,670)
Total other income/(expense)	(295,084)	(155,424)	(698,745)	474,227
(Loss) before income taxes	(1,134,821)	(979,232)	(3,476,584)	(2,868,311)
Income tax provision
Net (loss)	(1,134,821)	(979,232)	(3,476,584)	(2,868,311)
Preferred stock dividends in arrears
Preferred stock dividends	(100,822)	(100,822)	(299,178)	(299,178)
Net (loss) attributable to common shareholders	$ (1,235,643)	$ (1,080,054)	$ (3,775,762)	$ (3,167,489)
Net (loss) per share
Basic (in Dollars per share)	$ (0.01)	$ (0.02)	$ (0.06)	$ (0.07)
Diluted (in Dollars per share)	$ (0.01)	$ (0.02)	$ (0.06)	$ (0.07)
Weighted average number of shares outstanding
Basic (in Shares)	89,464,064	41,625,331	57,746,809	41,625,331
Diluted (in Shares)	89,464,064	41,625,331	57,746,809	41,625,331
Series A Preferred Stock
Preferred stock dividends in arrears
Preferred stock dividends	$ (80,657)	$ (80,657)	$ (239,342)	$ (239,342)
Series B Preferred Stock
Preferred stock dividends in arrears
Preferred stock dividends	(20,165)	(20,165)	(59,836)	(59,836)
Related Party
Other income/(expense)
Interest expense, related parties	$ (317,604)	$ (123,955)	$ (666,661)	$ (288,782)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Shareholders’ Equity/(Deficit) (Unaudited) - USD ($)	Series A Preferred Stock Preferred Stock	Series A Preferred Stock	Series B Preferred Stock Preferred Stock	Series B Preferred Stock	Common Stock	Additional paid in capital	Accumulated (deficit)	Total
Balance at Dec. 31, 2021	$ 4,000		$ 1,000		$ 41,625	$ 38,709,374	$ (33,930,714)	$ 4,825,285
Balance (in Shares) at Dec. 31, 2021	4,000,000		1,000,000		41,625,331
Stock-based compensation						27,671		27,671
Preferred stock dividends							(98,630)	(98,630)
Net (loss)							(1,282,912)	(1,282,912)
Balance at Mar. 31, 2022	$ 4,000		$ 1,000		$ 41,625	38,737,045	(35,312,256)	3,471,414
Balance (in Shares) at Mar. 31, 2022	4,000,000		1,000,000		41,625,331
Balance at Dec. 31, 2021	$ 4,000		$ 1,000		$ 41,625	38,709,374	(33,930,714)	4,825,285
Balance (in Shares) at Dec. 31, 2021	4,000,000		1,000,000		41,625,331
Preferred stock dividends		$ (239,342)		$ (59,836)				(299,178)
Net (loss)								(2,868,311)
Balance at Sep. 30, 2022	$ 4,000		$ 1,000		$ 41,625	38,813,276	(37,098,203)	1,761,698
Balance (in Shares) at Sep. 30, 2022	4,000,000		1,000,000		41,625,331
Balance at Mar. 31, 2022	$ 4,000		$ 1,000		$ 41,625	38,737,045	(35,312,256)	3,471,414
Balance (in Shares) at Mar. 31, 2022	4,000,000		1,000,000		41,625,331
Stock-based compensation						62,399		62,399
Preferred stock dividends							(99,726)	(99,726)
Net (loss)							(606,167)	(606,167)
Balance at Jun. 30, 2022	$ 4,000		$ 1,000		$ 41,625	38,799,444	(36,018,149)	2,827,920
Balance (in Shares) at Jun. 30, 2022	4,000,000		1,000,000		41,625,331
Stock-based compensation						13,832		13,832
Preferred stock dividends		(80,657)		(20,165)			(100,822)	(100,822)
Net (loss)							(979,232)	(979,232)
Balance at Sep. 30, 2022	$ 4,000		$ 1,000		$ 41,625	38,813,276	(37,098,203)	1,761,698
Balance (in Shares) at Sep. 30, 2022	4,000,000		1,000,000		41,625,331
Balance at Dec. 31, 2022	$ 4,000		$ 1,000		$ 41,625	38,821,720	(39,474,622)	(606,277)
Balance (in Shares) at Dec. 31, 2022	4,000,000		1,000,000		41,625,331
Stock-based compensation						4,820		4,820
Preferred stock dividends							(98,630)	(98,630)
Net (loss)							(921,231)	(921,231)
Balance at Mar. 31, 2023	$ 4,000		$ 1,000		$ 41,625	38,826,540	(40,494,483)	(1,621,318)
Balance (in Shares) at Mar. 31, 2023	4,000,000		1,000,000		41,625,331
Balance at Dec. 31, 2022	$ 4,000		$ 1,000		$ 41,625	38,821,720	(39,474,622)	(606,277)
Balance (in Shares) at Dec. 31, 2022	4,000,000		1,000,000		41,625,331
Preferred stock dividends		(239,342)		(59,836)				(299,178)
Net (loss)								(3,476,584)
Balance at Sep. 30, 2023	$ 4,000		$ 1,000		$ 163,880	43,288,966	(43,250,384)	207,462
Balance (in Shares) at Sep. 30, 2023	4,000,000		1,000,000		163,879,870
Balance at Mar. 31, 2023	$ 4,000		$ 1,000		$ 41,625	38,826,540	(40,494,483)	(1,621,318)
Balance (in Shares) at Mar. 31, 2023	4,000,000		1,000,000		41,625,331
Stock-based compensation						24,978		24,978
Beneficial conversion feature						1,750,000		1,750,000
Preferred stock dividends							(99,726)	(99,726)
Net (loss)							(1,420,532)	(1,420,532)
Balance at Jun. 30, 2023	$ 4,000		$ 1,000		$ 41,625	40,601,518	(42,014,741)	(1,366,598)
Balance (in Shares) at Jun. 30, 2023	4,000,000		1,000,000		41,625,331
Stock-based compensation					$ 18,684	17,824		36,508
Stock-based compensation (in Shares)					18,683,939
Beneficial conversion feature						287,500		287,500
Issuance of common stock for purchase of Asystem assets					$ 103,571	2,382,124		2,485,695
Issuance of common stock for purchase of Asystem assets (in Shares)					103,570,600
Preferred stock dividends		$ (80,657)		$ (20,165)			(100,822)	(100,822)
Net (loss)							(1,134,821)	(1,134,821)
Balance at Sep. 30, 2023	$ 4,000		$ 1,000		$ 163,880	$ 43,288,966	$ (43,250,384)	$ 207,462
Balance (in Shares) at Sep. 30, 2023	4,000,000		1,000,000		163,879,870

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$ (3,476,584)	$ (2,868,311)
Adjustment to reconcile net income/(loss) to net cash provided by/(used in) operating activities
Depreciation and amortization	152,372	351,726
Stock-based compensation	66,306	103,902
Gain on loan forgiveness		(812,981)
Amortization of debt discount	312,483	120,357
Gain/(loss) on disposal of property and equipment assets	(25,771)	71,294
Inventory write down	423,194
Net change in operating lease assets and liabilities		(2,488)
Changes in operating assets and liabilities
Inventories	128,934	(297,539)
Prepaid expenses	31,445	134,885
Accounts receivable	6,398	(54,513)
Employee retention credit receivable	587,606	(623,907)
Other assets	35,432	169,978
Contract liability	37,631	408,058
Accrued interest	351,751	164,679
Accrued expenses	263,592	(3,758)
Accounts payable	60,632	(158,528)
Net cash (used in) operating activities	(1,044,579)	(3,297,146)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(5,069)
Sale of property and equipment	78,053	28,690
Net cash provided by investing activities	78,053	23,621
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of notes payable	(29,960)	(83,489)
Proceeds from convertible notes payable	1,000,000	3,000,000
Net cash provided by financing activities	970,040	2,916,511
Net increase/(decrease) in cash and cash equivalents	3,514	(357,014)
Cash and cash equivalents at beginning of period	55,273	481,763
Cash and cash equivalents at end of period	58,787	124,749
Cash paid during the period for:
Income taxes
Interest	17,064	15,907
Non-cash transactions:
Common stock issued for the acquisition of Asystem assets	$ 2,485,695

Nature of Business and Summary

Nature of Business and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Nature of Business and Summary of Significant Accounting Policies [Abstract]
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1: NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Veritas Farms, Inc. (“Company,” “Veritas Farms,” “we,” “us” and “our”), was incorporated as Armeau Brands Inc. in the State of Nevada on March 15, 2011. On October 13, 2017, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State changing the name from “Armeau Brands Inc.” to “SanSal Wellness Holdings, Inc.,” and on January 31, 2019, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Nevada Secretary of State changing the name from “SanSal Wellness Holdings, Inc.” to “Veritas Farms, Inc.” The Company’s business objectives are to produce natural rich-hemp products, using natural protocols and materials yielding broad spectrum phytocannabinoid rich hemp oils, distillates and isolates. The Company is licensed by the Colorado Department of Agriculture to grow industrial hemp on its 140-acre farm pursuant to federal law. Recent Developments On August 25, 2023, the Company acquired substantially all of the assets and business (the “Acquired Assets”) of Asystem Inc. (“Asystem”), a Delaware corporation. The Acquired Assets include all of Asystem’s rights in its science-forward supplement brand. The Acquired Assets were acquired by us under an Asset Transfer Agreement, dated August 25, 2023, between the Company, Asystem, Oliver Walsh (“Mr. Walsh”) and Henry Simonds (“Mr. Simonds”) (the “Asset Transfer Agreement”). Pursuant to the Asset Transfer Agreement, the Company acquired all of Asystem’s customer lists, customers, name, trademarks, internet domains and other things necessary to carry on the business of Asystem. Acquisition expenses were approximately $48,000 and were included in SG&A expenses. The results of operations of the Acquired Assets have been included in the consolidated results of the Company from the date of acquisition. The consideration for the Acquired Assets consisted of the issuance of 103,570,600 shares of our common stock, valued at $2,485,695 based on our common stock fair value on the date of acquisition, which were distributed to Asystem shareholders, and the assumption of certain liabilities of Asystem. The assumed liabilities included the assumption by the Company of notes payable by Asystem with an aggregate outstanding notes payable balance of $250,000 that are payable to the Cornelis F. Wit Revocable Living Trust, of which Cornelis F. Wit is the sole trustee (“Wit Trust”) Assets and liabilities of all acquired companies are recorded at their estimated fair values at the dates of acquisition. Goodwill represents the potential new customers and future cash flows after the acquisition. The following table summarizes the consideration paid and the fair value of assets acquired and liabilities assumed: Inventories $ 600,709 Property and equipment, net of accumulated depreciation 53,663 Goodwill 2,548,652 Total assets acquired 3,203,024 Accounts payable 343,433 Notes payable, current portion 123,896 Related party convertible notes payable, current portion 250,000 Total liabilities assumed 717,329 Total purchase price $ 2,485,695 The summary below presents pro forma unaudited consolidated results of operations for the nine months ended September 30, 2023 and 2022 as if the acquisition of Acquired Assets occurred on January 1, 2022. The pro forma unaudited consolidated results are not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future operating results. For the nine months ended September 30, 2023 2022 Revenues $ 1,164,633 $ 2,903,412 Operating (loss) $ (2,907,280 ) $ (5,408,946 ) Net (loss) $ (3,630,450 ) $ (4,934,719 ) Net (loss) per share Basic $ (0.02 ) $ (0.03 ) Diluted $ (0.02 ) $ (0.03 ) Weighted average number of shares outstanding Basic 147,659,747 145,195,931 Diluted 147,659,747 145,195,931 Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and December 31, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the nine months ending September 30, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Form 10-K for the year ended December 31, 2022. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements reflect the accounts of Veritas Farms, Inc. and its wholly owned subsidiary 271 Lake Davis Holdings, LLC, a Delaware limited liability company. All significant inter-company accounts and transactions have been eliminated in consolidation. Estimates in Financial Statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from these estimates. Correction of Previously Issued Financial Statements The accompanying unaudited condensed consolidated statement of operations for the nine months ended September 30, 2022 has been corrected for the following: an adjustment to reclassify selling, general and administrative expenses of $153,002 as a reduction of revenue as such amounts were related to consideration payable to a customer which the Company determined was not for distinct goods or services received. The Company assessed the materiality of the misstatement quantitatively and qualitatively and has concluded that the correction of the classification error is immaterial to the consolidated financials taken as a whole. As a result of the correction, revenue decreased from $948,046 to $795,044 with a corresponding decrease of gross expense from $59,570 to $212,572 and selling, general and administrative expenses decreased from $3,282,968 to $3,129,966. The correction had no impact on total operating loss and net loss.

Going Concern

Going Concern	9 Months Ended
Going Concern	Sep. 30, 2023
Going Concern [Abstract]
GOING CONCERN	NOTE 2: GOING CONCERN The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern. The Company has sustained substantial losses from operations since its inception. As of and for the period ended September 30, 2023, the Company had an accumulated deficit of $43,250,384, and a net loss attributable to common shareholders of $3,775,762. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. A going concern disclosure means that there is substantial doubt that the company can continue as an ongoing business for a period of at least the next 12 months from the date the financial statements are issued. Continuation as a going concern is dependent on the ability to raise additional capital and financing until the Company can achieve a level of operational profitability, though there is no assurance of success. To satisfy our capital requirements, the Company may seek additional financing through debt and equity financings. There can be no assurance that any such funding will be available to the Company on favorable terms or at all. If adequate funds are not available when needed, the Company may be required to delay, scale back or eliminate some or all of our marketing programs. If the Company is successful in obtaining additional financings, the terms of such financings may have the effect of diluting or adversely affecting the holdings or the rights of the holders of our common and preferred stock or result in increased interest expense in future periods. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Inventories, Net

Inventories, Net	9 Months Ended
Inventories, Net	Sep. 30, 2023
Inventories, Net [Abstract]
INVENTORIES, NET	NOTE 3: INVENTORIES, NET Inventories consist of: September 30, December 31, Hemp and oil $ 490,151 $ 568,559 Finished goods 496,933 360,331 Raw materials 1,304,024 1,313,638 Inventories $ 2,291,108 $ 2,242,528 Inventory values include total inventory impairment write-downs of $423,194 to raw materials for the period ended September 30, 2023 and total inventory impairment write-downs of $802,493 which include reductions of $90,564 to finished goods and $711,929 to hemp and oil for the year ended December 31, 2022.

Property and Equipment

Property and Equipment	9 Months Ended
Property and Equipment	Sep. 30, 2023
Property and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 4: PROPERTY AND EQUIPMENT September 30, 2023 December 31, 2022 Estimated Cost Accumulated Net book Cost Accumulated Net book useful life Land and land improvements $ 398,126 $ - $ 398,126 $ 398,126 $ - $ 398,126 - Buildings and improvements 1,525,712 276,508 1,249,204 1,528,294 245,951 1,282,343 39 Greenhouse 965,388 177,342 788,046 965,388 157,630 807,758 39 Fencing and irrigation 203,793 131,835 71,958 203,793 117,579 86,214 15 Machinery and equipment 714,248 577,536 136,712 621,457 425,368 196,089 7 Furniture and fixtures 123,442 78,324 45,118 94,485 77,595 16,890 7 Computer equipment 34,461 21,752 12,709 22,038 20,503 1,535 5 Vehicles 3,400 3,400 - 56,058 38,223 17,835 5 Total $ 3,968,570 $ 1,266,697 $ 2,701,873 $ 3,889,639 $ 1,082,849 $ 2,806,790 Total depreciation expense was $152,372 and $351,726 for the nine month periods ending September 30, 2023 and September 30, 2022, respectively. Total depreciation expense was $48,064 and $113,746 for the three month periods ending September 30, 2023 and September 30, 2022, respectively. As of December 31, 2022, there was $502,709 in assets held for sale previously classified as property and equipment with $46,073 in assets held for sale sold during the nine month period ended September 30, 2023. As of September 30, 2023 there was $456,636 in assets held for sale. It is the Company’s intention to complete the sales of these assets within the twelve months following the end of the period.

Notes Payable and Convertible N

Notes Payable and Convertible Notes Payable	9 Months Ended
Notes Payable and Convertible Notes Payable	Sep. 30, 2023
Notes Payable and Convertible Notes Payable [Abstract]
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE	NOTE 5: NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE The following tables summarize the notes payable and convertible notes payable outstanding as of September 30, 2023. Ending Non related party Related party principal Description Origination Maturity Interest September 30, Current Long Current Long Economic Injury Disaster Loan 6/24/2020 6/24/2050 3.75 % $ 150,000 $ - $ 150,000 $ - $ - Growth Line of Credit 8/25/2023 10/21/2024 15.00 % 97,213 97,213 - - - Total $ 247,213 $ 97,213 $ 150,000 $ - $ - Non related party Related party Origination Maturity Interest Ending Long Long Long term, Description date date rate 2023 Current term Current term Discount discount Convertible Promissory Note Payable 3/6/2020 10/1/2022 10 % $ 200,000 $ 200,000 $ - $ - $ - $ - $ - 2021 Secured Convertible Promissory Note Payable 10/12/2021 10/1/2024 10 % 3,000,000 - - - 3,000,000 (160,476 ) 2,839,524 2023 Secured Convertible Promissory Note Payable 6/7/2023 10/1/2026 10 % 2,500,000 - - - 2,500,000 (1,845,374 ) 654,626 Total $ 5,700,000 $ 200,000 $ - $ - $ 5,500,000 $ (2,005,850 ) $ 3,494,150 Future principal payments for the next five years are as follows for the future years ended December 31: 2023 $ 298,018 2024 3,003,295 2025 3,420 2026 2,503,551 2027 3,686 Thereafter 135,243 Total $ 5,947,213 Paycheck Protection Program In February 2021, as part of the business incentives offered in the Coronavirus Aid, Relief, and Economic Security Act, the Company received a loan in the amount of $803,994 under the Small Business Administration (“SBA”) Paycheck Protection Program (“2021 PPP Loan”). In April 2022, the 2021 PPP Loan principal and all accrued interest totaling $812,981 was forgiven in full. Economic Injury Disaster Loan In June 2020, the Company received a loan in the amount of $150,000 from the SBA as an Economic Injury Disaster Loan (“EIDL”). The EIDL accrues interest at the rate of three and three quarters percent (3.75%) per annum and has a term of 30 years. The EIDL is secured by the Company’s assets. The first payment due was deferred two and a half years and came due in December 2022. The principal balance of the EIDL as of September 30, 2023 has been classified as a long-term liability in notes payable. 10% Convertible Promissory Note Payable In March 2020, the Company received a $200,000 loan from a single investor, evidenced by a one-year convertible promissory note (“Convertible Note”). The Convertible Note bears interest at the rate of ten percent (10%) per annum, which accrues and is payable together with principal at maturity. Principal and accrued interest under the Convertible Note may, at the option of the holder, be converted in its entirety into shares of our common stock at a conversion price of $0.40 per share, subject to adjustment for stock splits, stock dividends and similar recapitalization transactions. On May 14, 2021, the Company paid $20,000 in accrued interest to the holder, and the Company and the investor extended the maturity date of the Convertible Note to September 6, 2021. In September 2021, the Company and the investor further extended the maturity date of the Convertible Note to October 1, 2022. From October 2, 2022 until the present the Company is in default in the payment of principal. This default does not trigger any other default events for any other notes payable. The Company determined that there was a beneficial conversion feature of $95,000 relating to the Convertible Note which was amortized over the life of the note, using the effective interest method. The note is presented net of a discount of $0 as of September 30, 2023 and $0 as of December 31, 2022 on the accompanying balance sheet. 10% Secured Convertible Promissory Notes Payable On October 12, 2021, the Company issued a secured convertible credit line promissory note in the principal amount for up to $1,500,000 (“2021 Secured Convertible Promissory Note”), which 2021 Secured Convertible Promissory Note was issued to the Wit Trust. On March 9, 2022, the Company amended the 2021 Secured Convertible Promissory Note originally dated October 12, 2021 to increase the total available principal balance to $3,000,000. The 2021 Secured Convertible Promissory Note is secured by the Company’s assets and contains certain non-financial covenants and customary events of default, the occurrence of which could result in an acceleration of the 2021 Secured Convertible Promissory Note. The 2021 Secured Convertible Promissory Note is convertible as follows: aggregate outstanding loaned principal and accrued interest under the 2021 Secured Convertible Promissory Note may, at the option of the holder, be converted in its entirety into shares of our common stock at a conversion price of $0.05 per share. The 2021 Secured Convertible Promissory Note will accrue interest on the aggregate amount loaned at a rate of ten percent (10%) per annum. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the 2021 Secured Convertible Promissory Note, is due and payable if not converted pursuant to the terms and conditions of the 2021 Secured Convertible Promissory Note on the earlier of (i) October 1, 2024, or (ii) following an event of default. The Company determined that there was a beneficial conversion feature of $475,000 relating to this note which is being amortized over the life of the note, using the effective interest method. The note is presented net of a discount of $160,476 on the accompanying balance sheet with amortization to interest expense of $120,357 and $120,357 for the nine month periods ended September 30, 2023 and September 30, 2022, respectively. At September 30, 2023, $3,000,000 was outstanding on the 2021 Secured Convertible Promissory Note. On August 2, 2022, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On June 7, 2023 the secured convertible promissory note was amended, replaced and superseded in its entirety, and included in and part of the 2023 Secured Convertible Promissory Note as further described below. On August 17, 2022, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On June 7, 2023 the secured convertible promissory note was amended, replaced and superseded in its entirety, and included in and part of the 2023 Secured Convertible Promissory Note as further described below. On September 6, 2022, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On June 7, 2023 the secured convertible promissory note was amended, replaced and superseded in its entirety, and included in and part of the 2023 Secured Convertible Promissory Note as further described below. On October 11, 2022, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On November 16, 2022, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On January 3, 2023, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On May 30, 2023, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On June 7, 2023, the Company issued a secured convertible credit line promissory note in the principal amount for up to $3,000,000 (“2023 Secured Convertible Promissory Note”), which 2023 Secured Convertible Promissory Note was issued to the Wit Trust. The 2023 Secured Convertible Promissory Note includes and evidences an aggregate of $1,750,000 of outstanding indebtedness of the Company to the Wit Trust under previously executed and delivered secured convertible promissory notes as described above. The 2023 Secured Convertible Promissory Note is secured by the Company’s assets and contains certain non-financial covenants and customary events of default, the occurrence of which could result in an acceleration of the 2023 Secured Convertible Promissory Note. The 2023 Secured Convertible Promissory Note is convertible as follows: aggregate outstanding loaned principal and accrued interest under the 2023 Secured Convertible Promissory Note may, at the option of the holder, be converted in its entirety into shares of our common stock at a conversion price of $0.02 per share. The 2023 Secured Convertible Promissory Note will accrue interest on the aggregate amount loaned at a rate of ten percent (10%) per annum. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the 2023 Secured Convertible Promissory Note, is due and payable if not converted pursuant to the terms and conditions of the 2023 Secured Convertible Promissory Note on the earlier of (i) October 1, 2026, or (ii) following an event of default. The Company determined that there was a beneficial conversion feature of $2,037,500 relating to this note which is being amortized over the life of the note, using the effective interest method. The note is presented net of a discount of $1,845,374 on the accompanying balance sheet with amortization to interest expense of $192,126 and $0 for the nine month periods ended September 30, 2023 and September 30, 2022, respectively. At September 30, 2023, $2,500,000 was outstanding on the 2023 Secured Convertible Promissory Note. On August 25, 2023, the Company assumed an aggregate outstanding notes payable balance of $250,000 that is payable to the Wit Trust as part of the consideration for the Acquired Assets from Asystem. The notes carry an interest rate of ten percent (10%) per annum and have a maturity date of April 1, 2024. On August 28, 2023 the notes were amended, replaced and superseded in their entirety, and included in and part of the 2023 Secured Convertible Promissory Note as further described above. Growth Line of Credit On August 25, 2023, the Company assumed an aggregate outstanding note payable balance of $123,896 as part of the consideration for the Acquired Assets from Asystem. The note carries an interest rate of fifteen percent (15%) per annum and has a maturity date of October 21, 2024. At September 30, 2023, $97,213 was outstanding on the Growth Line of Credit.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
Stock-Based Compensation	Sep. 30, 2023
Stock-Based Compensation [Abstract]
STOCK-BASED COMPENSATION	NOTE 6: STOCK-BASED COMPENSATION The Company approved its 2017 Stock Incentive Plan on September 27, 2017 (“2017 Plan”) which authorizes the Company to grant or issue non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and other equity awards up to a total of 6,867,747 shares of common stock. Under the terms of the 2017 Plan, awards may be granted to our employees, directors or independent contractors. Awards issued under the 2017 Plan vest as determined at the time of grant by the Board of Directors or any committees appointed under the 2017 Plan. On March 31, 2023, the 2017 Plan terminated upon the approval of the 2023 Equity Incentive Plan (“2023 Plan”). The Company approved its 2023 Plan on March 31, 2023 which authorizes the Company to grant or issue non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and other equity awards to our employees, directors and independent contractors. The 2023 Plan initially provides for the issuance of up to 40,000,000 shares of our common stock. In addition, the number of shares of common stock available for issuance under the 2023 Plan automatically increases on the first trading day of January each year for a period of nine (9) years commencing on January 2024, in an amount equal to ten percent (10%) of the total number of shares then authorized under the 2023 Plan. Awards issued under the 2023 Plan vest as determined at the time of grant by the Board of Directors or any committees appointed under the 2023 Plan. The 2023 Plan is a successor to the Company’s 2017 Plan and, accordingly, no new grants will be made under the 2017 Plan from and after the effective date of the 2023 Plan. The Company’s outstanding stock options typically have a 10-year term. Outstanding non-qualified stock options granted to employees and independent contractors vest on a case-by-case basis. Outstanding incentive stock options issued to employees typically vest over a three-year period. The equity awards granted vest based solely upon continued employment or service with the Company. The Company’s time-based share awards typically vest in thirty three and a third percent (33.3%) increments on each of the three anniversary dates of the date of grant. On January 1, 2022, the Company granted an aggregate 625,000 options to employees, including 300,000 options to Dave Smith, our former Chief Operating Officer under the 2017 Plan, at a per share exercise price of $0.049 with a term of ten (10) years. The stock options will vest ratably on the first three anniversaries of the grant date subject to the employee’s continuous service to the Company. On June 30, 2022, the Company granted an aggregate 950,000 options to employees and directors, including five non-employee directors with an annual grant of stock options under the 2017 Plan to purchase 100,000 shares of common stock each, at a per share exercise price of $0.031 with a term of ten (10) years, with twenty five percent (25%) of the options vesting every ninety (90) days following the grant date subject to the director’s continuous service to the Company. The employee stock options will vest ratably on the first three anniversaries of the grant date subject to the employee’s continuous service to the Company. On December 8, 2022, the Company granted one non-employee director with an annual grant of stock options under the 2017 Plan to purchase 100,000 shares of common stock, at a per share exercise price of $0.019 with a term of ten (10) years, with 25% of the options vesting every ninety (90) days following the grant date subject to the director’s continuous service to the Company. On August 25, 2023, the Company issued an aggregate 18,683,939 shares of restricted stock to various employees, directors and independent contractors under the 2023 Plan including 500,000 shares of restricted stock to Thomas E. Vickers, Kuno D. van der Post and Gary A. Shangold, respectively, 500,000 shares of restricted stock to Thomas J. Krogh, our Chief Operating Officer, 500,000 shares of restricted stock to Marisa Cifre, our Chief Revenue Officer, 4,233,485 shares of restricted stock to Mr. Simonds in connection with the Asystem Asset Transfer Agreement for consulting services, and 11,950,454 shares of restricted stock to Mr. Walsh in connection with the Asystem Asset Transfer Agreement for consulting services. The restrictions on restricted shares granted to employees generally lapse in three equal annual installments on the anniversary of the date of grant. Any unvested stock options or restricted shares with restrictions that have not lapsed that are granted under the 2023 Plan are forfeited and expire upon termination of employment or service to the Company. The aggregate fair value for all options granted for the nine months ended September 30, 2023 was $0. The aggregate fair value for all restricted stock granted for the nine months ended September 30, 2023 was $448,415. Total stock based compensation expense was $66,306 and $103,902 for the nine month periods ending September 30, 2023 and September 30, 2022, respectively. Total stock based compensation expense was $36,508 and $13,832 for the three month periods ending September 30, 2023 and September 30, 2022, respectively. The following table summarizes the stock option activity for the Company’s 2017 Plan: Number of Weighted average Weighted average Outstanding at December 31, 2021 5,189,167 $ 0.86 7.71 Granted 1,675,000 0.04 9.34 Exercised - - Forfeited/cancelled/expired (1,404,167 ) 0.49 Outstanding at December 31, 2022 5,460,000 0.70 7.18 Granted - - Exercised - - Forfeited/cancelled/expired (1,450,000 ) 0.91 Outstanding at September 30, 2023 4,010,000 $ 0.62 6.72 Vested and exercisable at September 30, 2023 3,606,666 $ 0.68 6.55 Below are the assumptions for the fair value of share-based payments for the nine month period ended September 30, 2023 and the year ended December 31, 2022. Stock option assumptions Stock option assumptions September 30, December 31, Risk-free interest rate 5.46 % 4.50 % Expected dividend yield 0.0 % 0.0 % Expected volatility 256.5 % 182.8 % Expected life of options (in years) 10 10

Leases

Leases	9 Months Ended
Leases	Sep. 30, 2023
Leases [Abstract]
LEASES	NOTE 7: LEASES On February 11, 2021, the Company entered into a three year lease with Cheyenne Avenue Holdings, LLC for warehouse and distribution facilities. The lease contains annual escalators. The Company analyzed the classification of the lease under ASC 842, Leases (“ASC 842”) and as it did not meet any of the criteria for a financing lease it has been classified as an operating lease. The Company determined the Right of Use (“ROU”) asset and lease liability values at inception by calculating the present value of all future lease payments for the lease term, using an incremental borrowing rate of five percent (5%). The ROU asset value was $160,476 and the liability was $160,476. On July 14, 2023 the lease was terminated upon which the remaining lease liability expense was accelerated and recognized and all remaining lease liability payments were reclassified to Accounts Payable. On September 8, 2021, the Company entered into a thirty nine month lease with 1815 Building Company, for the lease of the Company’s principal executive offices in Dania Beach, Florida. The lease contains annual escalators and charges Florida sales tax. The lease commenced into effect on October 12, 2021 and has an expiration date of January 31, 2025. The Company analyzed the classification of the lease under ASC 842, and as it did not meet any of the criteria for a financing lease it has been classified as an operating lease. The Company determined the ROU asset and lease liability values at inception by calculating the present value of all future lease payments for the lease term, using an incremental borrowing rate of five percent (5%). The ROU asset value was $298,364 and the liability was $298,364. On August 7, 2023 the lease was terminated upon which the remaining lease liability expense was accelerated and recognized and all remaining lease liability payments were reclassified to Accounts Payable. Total lease amortization expense was $264,182 and $116,752 for the nine month periods ending September 30, 2023 and September 30, 2022, respectively. Total lease amortization expense was $184,655 and $37,084 for the three month periods ending September 30, 2023 and September 30, 2022, respectively.

Shareholders_ Equity_(Deficit)

Shareholders’ Equity/(Deficit)	9 Months Ended
Shareholders’ Equity/(Deficit)	Sep. 30, 2023
Shareholders’ (Deficit) [Abstract]
SHAREHOLDERS’ EQUITY/(DEFICIT)	NOTE 8: SHAREHOLDERS’ EQUITY/(DEFICIT) Our authorized capital stock consists of 800,000,000 shares of common stock, $0.001 par value per share and 20,000,000 shares of preferred stock, par value $0.001 per share, of which 4,000,000 shares of preferred stock have been designated as Series A Convertible Preferred Stock and 1,000,000 shares of preferred stock have been designated as Series B Convertible Preferred Stock. As of September 30, 2023 the Company had the following issued and outstanding securities: ● 163,879,870 shares of common stock; ● 4,000,000 shares of Series A Convertible Preferred Stock; ● 1,000,000 shares of Series B Convertible Preferred Stock; ● 2,595,270 warrants to purchase shares of our common stock; ● 4,010,000 options to purchase shares of our common stock; and ● $5,700,000 principal amount of convertible promissory notes convertible into 185,500,000 shares of common stock. Common Stock Holders of common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of our voting securities do not have cumulative voting rights. Holders of common stock are entitled to share in all dividends that the Board of Directors, in its discretion, declares from legally available funds. In the event of our liquidation, dissolution or winding up each outstanding share of common stock entitles its holder to participate in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions for the common stock. The rights of the holders of common stock are subject to any rights that may be fixed for holders of preferred stock, when and if any preferred stock is outstanding. All outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable. Effective March 31, 2023 the Company filed Amended and Restated Articles of Incorporation of the Company which increased the number of authorized common stock from 200,000,000 shares to 800,000,000 shares, par value $0.001 per share. Preferred Stock Effective March 31, 2023 the Company filed Amended and Restated Articles of Incorporation of the Company which increased the number of authorized preferred stock from 5,000,000 shares to 20,000,000 shares, par value $0.001 per share. Series A Convertible Preferred Stock The Series A Preferred Shares have a stated value of $1.00 per share. Each Series A Preferred Share is convertible into the Company’s common stock at the option of the holder thereof at a conversion rate of $0.05 per share of common stock. The conversion rate is subject to adjustment in the event of stock splits, stock dividends, other recapitalizations and similar events, as well as in the event of issuance by the Company of shares of common stock or securities exercisable for, convertible into or exchangeable for common stock at an effective price per share less than the conversion rate then in effect (other than certain customary exceptions). In respect of rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding-up of the Company, the Series A Preferred Shares rank (a) junior to the Company’s Series B Preferred Shares; and (b) senior to (i) the Company’s common stock and (c) any other class or series of stock (including other series of Preferred Stock) of the Company (collectively, “Junior Stock”). From and after the date of the issuance of Series A Preferred Shares, dividends at the rate per annum of eight percent (8%), compounded annually, accrue daily on the stated value (“Series A Accruing Dividends”). Series A Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however, such Series A Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Company shall be under no obligation to pay such Series A Accruing Dividends except as set forth herein. The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on (a) shares of Series B Preferred Shares; and (b) common stock payable in shares of common stock) unless (in addition to the obtaining of any consents required elsewhere in the Articles of Incorporation) the holders of the Series A Preferred Shares then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred Share in an amount at least equal to the sum of (a) the amount of the aggregate Series A Accruing Dividends then accrued on such Series A Preferred Shares and not previously paid; and (b) (i) in the case of a dividend on common stock or any class or series that is convertible into common stock, that dividend per Series A Preferred Share as would equal the product of (A) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common stock; and (B) the number of shares of common stock issuable upon conversion of a Series A Preferred Share, in each case calculated on the record date for determination of holders entitled to receive such dividend; or (ii) in the case of a dividend on any class or series that is not convertible into common stock, at a rate per Series A Preferred Share determined by (A) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series); and (B) multiplying such fraction by an amount equal to the stated value of the Series A Preferred Shares; provided, that if the Company declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders of Series A Preferred Shares shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series A Preferred Share dividend. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or any deemed liquidation event, (collectively, a “Liquidation Event”), the holders of Series A Preferred Shares shall be entitled to receive, after payment to all holders of Series B Preferred Shares of a liquidation preference equal to the aggregate amount of one hundred fifty percent (150%) of the stated value of the Series B Preferred Shares and the amount of the accrued but unpaid dividends on the Series B Preferred Shares, but prior and in preference to any distribution of any of the assets of the Company to the holders of Junior Stock by reason of their ownership thereof, an aggregate amount per share equal to the stated value of the Series A Preferred Shares and the accrued but unpaid dividends thereon. After the payment to all holders of Series B Preferred Shares of a liquidation preference equal to the aggregate amount of one hundred fifty percent (150%) of the stated value of the Series B Preferred Shares and the amount of the accrued but unpaid dividends on the Series B Preferred Shares and to all holders of the Series A Preferred Shares the full liquidation preference hereunder, the remaining assets of the Company available for distribution to its shareholders shall be distributed among the holders of the shares of Series B Preferred Shares and Junior Stock, pro rata, on an “as converted basis,” determined immediately prior to such Liquidation Event, and the Series A Preferred Shares shall not be entitled to participate in such distribution of the remaining assets of the Company. The Series A Preferred Shares shall vote together with holders of Series B Preferred Shares and holders of common stock as a single class on all matters brought to a vote of shareholders. Each Series A Preferred Share shall entitle the holder thereof to such number of votes as equal the number of shares of common stock then issuable upon conversion of the Series A Preferred Share. The Series A Preferred Shares also contain protective provisions which provide that the Company shall not undertake certain transactions without the prior approval of the holder(s) of a majority of the Series A Preferred Shares. Series B Convertible Preferred Stock The Series B Preferred Shares have a stated value of $1.00 per share. Each Series B Preferred Share is convertible into common stock at the option of the holder thereof at a conversion rate of $0.20 per share of common stock. The conversion rate is subject to adjustment in the event of stock splits, stock dividends, other recapitalizations and similar events, as well as in the event of issuance by the Company of shares of common stock or securities exercisable for, convertible into or exchangeable for common stock at an effective price per share less than the conversion rate then in effect (other than certain customary exceptions). In respect of rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding-up of the Company, the Series B Preferred Shares rank senior to the (a) Series A Preferred Shares; (b) the Company’s common stock and any other class or series of Junior Stock. From and after the date of the issuance of Series B Preferred Shares, dividends at the rate per annum of eight percent (8%), compounded annually, accrue daily on the stated value (“Series B Accruing Dividends”). Series B Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however, such Series B Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Company shall be under no obligation to pay such Series B Accruing Dividends except as set forth herein. The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on (a) shares of Series B Preferred Shares; and (b) common stock payable in shares of common stock) unless (in addition to the obtaining of any consents required elsewhere in the Articles of Incorporation) the holders of the Series B Preferred Shares then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Share in an amount at least equal to the sum of (a) the amount of the aggregate Series B Accruing Dividends then accrued on such Series B Preferred Shares and not previously paid; and (b) (i) in the case of a dividend on common stock or any class or series that is convertible into common stock, that dividend per Series B Preferred Share as would equal the product of (A) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common stock; and (B) the number of shares of common stock issuable upon conversion of a Series B Preferred Share, in each case calculated on the record date for determination of holders entitled to receive such dividend; or (ii) in the case of a dividend on any class or series that is not convertible into common stock, at a rate per Series B Preferred Share determined by (A) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series); and (B) multiplying such fraction by an amount equal to the stated value of the Series B Preferred Shares; provided, that if the Company declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders of Series B Preferred Shares shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series B Preferred Share dividend. In the event of a Liquidation Event, the holders of Series B Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Junior Stock (including Series A Preferred Shares), a liquidation preference equal to the aggregate amount of one hundred fifty percent (150%) of the stated value of the Series B Preferred Shares and the amount of the accrued but unpaid dividends on the Series B Preferred Shares. After the payment to all holders of Series B Preferred Shares of such liquidation preference and to all holders of the Series A Preferred Shares their full liquidation preference, the remaining assets of the Company available for distribution to its shareholders shall be distributed among the holders of the shares of Series B Preferred Shares and Junior Stock other than Series A Preferred Shares, pro rata, on an “as converted basis,” as applicable. The Series B Preferred Shares shall vote together with holders of Series A Preferred Shares and holders of common stock as a single class on all matters brought to a vote of shareholders. Each Series B Preferred Share shall entitle the holder thereof to such number of votes as equal the number of shares of common stock then issuable upon conversion of the Series B Preferred Share multiplied by 50. The Series B Preferred Shares also contain protective provisions which provide that the Company shall not undertake certain transactions without the prior approval of the holder of the Series B Preferred Shares. Preferred Stock Dividends The following table presents undeclared preferred stock dividends for the three and nine month periods ended September 30, 2023 and September 30, 2022, respectively. Undeclared dividends Undeclared dividends For the three months ended For the nine months ended September 30, September 30, Series of preferred stock 2023 2022 2023 2022 Series A preferred stock dividends $ 80,658 $ 80,658 $ 239,342 $ 239,342 Series B preferred stock dividends 20,164 20,164 59,836 59,836 Total undeclared preferred stock dividends $ 100,822 $ 100,822 $ 299,178 $ 299,178 The following table presents the cumulative undeclared dividends by class of preferred stock as of September 30, 2023 and December 31, 2022, respectively. These cumulative undeclared dividends are recorded in Dividends payable on our balance sheet as of September 30, 2023 and December 31, 2022. Cumulative undeclared dividends as of Series of preferred stock September 30, December 31, Series A preferred stock $ 704,104 $ 464,762 Series B preferred stock 190,904 131,068 Cumulative undeclared preferred stock dividends $ 895,008 $ 595,830

Channel Reporting

Channel Reporting	9 Months Ended
Channel Reporting	Sep. 30, 2023
Channel Reporting [Abstract]
CHANNEL REPORTING	NOTE 9: CHANNEL REPORTING The Company’s product revenue is generated primarily through two sales channels, e-commerce sales and wholesale sales. The Company believes that these categories appropriately reflect how the nature, amount, timing and uncertainty of revenue and cash flows are impacted by economic factors. A description of the Company’s principal revenue generating activities are as follows: ● E-commerce sales - consumer products sold through the Company’s online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment; and ● Wholesale sales - products sold to the Company’s wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the wholesale customer, in accordance with the terms of the applicable agreement. Payment terms vary and can typically be 30 days from the date control over the product is transferred to the customer. The following table represents a disaggregation of revenue by sales channel: For the three months ended For the nine months ended September 30, September 30, 2023 2022 2023 2022 Wholesale revenue $ 26,271 $ (74,970 ) $ 58,040 $ 167,971 E-commerce revenue 209,670 175,175 557,553 627,073 Total revenue $ 235,941 $ 100,205 $ 615,593 $ 795,044

Concentrations

Concentrations	9 Months Ended
Concentrations	Sep. 30, 2023
Concentrations [Abstract]
CONCENTRATIONS	NOTE 10: CONCENTRATIONS The Company had no single customer for the nine months ended September 30, 2023 that accounted for more than 10% of sales. For the nine months ended September 30, 2022, no single customer accounted for more than 10% of sales. The Company had two customers at September 30, 2023 accounting for 37% and 11% of total accounts receivable. At December 31, 2022, the Company had three customers accounting for 33%, 16% and 10% of total accounts receivable.

Related Party

Related Party	9 Months Ended
Related Party	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY	NOTE 11: RELATED PARTY On October 12, 2021, the Company issued a secured convertible credit line promissory note in the principal amount for up to $1,500,000 (“2021 Secured Convertible Promissory Note”), which 2021 Secured Convertible Promissory Note was issued to the Wit Trust. On March 9, 2022, the Company amended the 2021 Secured Convertible Promissory Note originally dated October 12, 2021 to increase the total available principal balance to $3,000,000. The 2021 Secured Convertible Promissory Note is secured by the Company’s assets and contains certain non-financial covenants and customary events of default, the occurrence of which could result in an acceleration of the 2021 Secured Convertible Promissory Note. The 2021 Secured Convertible Promissory Note is convertible as follows: aggregate outstanding loaned principal and accrued interest under the 2021 Secured Convertible Promissory Note may, at the option of the holder, be converted in its entirety into shares of our common stock at a conversion price of $0.05 per share. The 2021 Secured Convertible Promissory Note will accrue interest on the aggregate amount loaned at a rate of ten percent (10%) per annum. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the 2021 Secured Convertible Promissory Note, is due and payable if not converted pursuant to the terms and conditions of the 2021 Secured Convertible Promissory Note on the earlier of (i) October 1, 2024, or (ii) following an event of default. The Company determined that there was a beneficial conversion feature of $475,000 relating to this note which is being amortized over the life of the note, using the effective interest method. The note is presented net of a discount of $160,476 on the accompanying balance sheet with amortization to interest expense of $120,357 and $120,357 for the nine month periods ended September 30, 2023 and September 30, 2022, respectively. At September 30, 2023, $3,000,000 was outstanding on the 2021 Secured Convertible Promissory Note. On August 2, 2022, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On June 7, 2023 the secured convertible promissory note was amended, replaced and superseded in its entirety, and included in and part of the 2023 Secured Convertible Promissory Note as further described below. On August 17, 2022, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On June 7, 2023 the secured convertible promissory note was amended, replaced and superseded in its entirety, and included in and part of the 2023 Secured Convertible Promissory Note as further described below. On September 6, 2022, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On June 7, 2023 the secured convertible promissory note was amended, replaced and superseded in its entirety, and included in and part of the 2023 Secured Convertible Promissory Note as further described below. On October 11, 2022, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On November 16, 2022, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On January 3, 2023, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On May 30, 2023, the Company issued a secured convertible promissory note in the principal amount of $250,000 to the Wit Trust in exchange for $250,000. The note carried an interest rate of ten percent (10%) per annum and had a maturity date of October 1, 2024. On June 7, 2023, the Company issued a secured convertible credit line promissory note in the principal amount for up to $3,000,000 (“2023 Secured Convertible Promissory Note”), which 2023 Secured Convertible Promissory Note was issued to the Wit Trust. The 2023 Secured Convertible Promissory Note includes and evidences an aggregate of $1,750,000 of outstanding indebtedness of the Company to the Wit Trust under previously executed and delivered secured convertible promissory notes as described above. The 2023 Secured Convertible Promissory Note is secured by the Company’s assets and contains certain non-financial covenants and customary events of default, the occurrence of which could result in an acceleration of the 2023 Secured Convertible Promissory Note. The 2023 Secured Convertible Promissory Note is convertible as follows: aggregate outstanding loaned principal and accrued interest under the 2023 Secured Convertible Promissory Note may, at the option of the holder, be converted in its entirety into shares of our common stock at a conversion price of $0.02 per share. The 2023 Secured Convertible Promissory Note will accrue interest on the aggregate amount loaned at a rate of ten percent (10%) per annum. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the 2023 Secured Convertible Promissory Note, is due and payable if not converted pursuant to the terms and conditions of the 2023 Secured Convertible Promissory Note on the earlier of (i) October 1, 2026, or (ii) following an event of default. The Company determined that there was a beneficial conversion feature of $2,037,500 relating to this note which is being amortized over the life of the note, using the effective interest method. The note is presented net of a discount of $1,845,374 on the accompanying balance sheet with amortization to interest expense of $192,126 and $0 for the nine month periods ended September 30, 2023 and September 30, 2022, respectively. At September 30, 2023, $2,500,000 was outstanding on the 2023 Secured Convertible Promissory Note. On August 25, 2023, the Company assumed an aggregate outstanding notes payable balance of $250,000 that is payable to the Wit Trust as part of the consideration for the Acquired Assets from Asystem. The notes carry an interest rate of ten percent (10%) per annum and have a maturity date of April 1, 2024. On August 28, 2023 the notes were amended, replaced and superseded in their entirety, and included in and part of the 2023 Secured Convertible Promissory Note as further described above. For the nine month period ended September 30, 2023 the Company incurred $666,661 in interest expense to related parties and $288,782 in interest expense to related parties for the nine month period ended September 30, 2022. For the three month period ended September 30, 2023 the Company incurred $317,604 in interest expense to related parties and $123,955 in interest expense to related parties for the three month period ended September 30, 2022. On August 25, 2023, the Company entered into a consulting agreement with Mr. Simonds, a director of the Company effective August 25, 2023. The consulting agreement is for an initial term of one year commencing on the date of the consulting agreement, pursuant to which Mr. Simonds will receive $4,167 monthly for his service, and received an award of 4,233,485 shares of restricted stock pursuant to the terms and conditions of the Veritas Farms, Inc. 2023 Equity Incentive Plan and subject to the further terms, conditions and restrictions contained in a separate agreement, titled “2023 Equity Incentive Plan Restricted Stock Award Agreement”. On August 30, 2023, the Company entered into an Indemnification Agreement (the “Wit Indemnification Agreement”) with the Wit Trust. The Wit Indemnification Agreement provides that the Wit Trust will, from private funds, indemnify any director or executive officer of the Company from any claims or expenses relating to indemnifiable events (as defined in and pursuant to the terms and conditions of Indemnification Agreements entered into between the Company and the directors and officers of the Company) for which the Company is obligated to indemnify the director or executive officer but does not indemnify such officer or director, up to a total of $1 million. The obligations of the Wit Trust will survive for a period of two years after the date of the Wit Indemnification Agreement.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 12: COMMITMENTS AND CONTINGENCIES Legal Matters and Routine Proceedings As of September 30, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. From time to time, the Company may be involved in and subject to disputes and legal proceedings, as well as demands, claims and threatened litigation that arise in the ordinary course of its business. These proceedings may include allegations involving business practices, infringement of intellectual property, employment or other matters. The ultimate outcome of any legal proceeding is often uncertain, there can be no assurance that the Company will be successful in any legal proceeding, and unfavorable outcomes could have a negative impact on our results of operations and financial condition. The Company records a liability in its financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews the status of each significant matter each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the Company’s financial statements. Gain contingencies are not recorded until they are realized. Legal costs related to any legal matters are expensed as incurred Employment Agreements The Company has an employment agreement in place with Ramon A. Pino, our Chief Financial Officer. The employment agreement provides, among other things, for participation in employee benefits available to employees and executives. The agreement will renew for successive one-year terms unless the agreement is expressly terminated by either the employee or the Company prior to the end of the then current term as provided for in the employment agreement. Under the terms of the agreement, the Company may terminate the employee’s employment upon 30 or 60 days notice of a material breach and the employee may terminate the agreement under the same terms and conditions. The employment agreement contains non-disclosure provisions, as well as non-compete clauses. The agreement contains severance provisions which entitles the employee to severance pay equal to one (1) year’s salary and benefits in the event of (i) the employee’s termination by the Company for any reason other than for cause, as described in the employment agreement, (ii) termination by the employee pursuant to a material breach of the agreement by the Company or for good reason in connection with a change of control, or (iii) non-renewal of the employment agreement by the Company.

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13: SUBSEQUENT EVENTS On October 4, 2023 the Company received an additional $250,000 from the 2023 Secured Convertible Promissory Note. On November 9, 2023 the Company received an additional $250,000 from the 2023 Secured Convertible Promissory Note.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
Accounting Policies, by Policy (Policies)	Sep. 30, 2023
Nature of Business and Summary of Significant Accounting Policies [Abstract]
Nature of Business	Nature of Business Veritas Farms, Inc. (“Company,” “Veritas Farms,” “we,” “us” and “our”), was incorporated as Armeau Brands Inc. in the State of Nevada on March 15, 2011. On October 13, 2017, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State changing the name from “Armeau Brands Inc.” to “SanSal Wellness Holdings, Inc.,” and on January 31, 2019, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Nevada Secretary of State changing the name from “SanSal Wellness Holdings, Inc.” to “Veritas Farms, Inc.” The Company’s business objectives are to produce natural rich-hemp products, using natural protocols and materials yielding broad spectrum phytocannabinoid rich hemp oils, distillates and isolates. The Company is licensed by the Colorado Department of Agriculture to grow industrial hemp on its 140-acre farm pursuant to federal law.
Recent Developments	Recent Developments On August 25, 2023, the Company acquired substantially all of the assets and business (the “Acquired Assets”) of Asystem Inc. (“Asystem”), a Delaware corporation. The Acquired Assets include all of Asystem’s rights in its science-forward supplement brand. The Acquired Assets were acquired by us under an Asset Transfer Agreement, dated August 25, 2023, between the Company, Asystem, Oliver Walsh (“Mr. Walsh”) and Henry Simonds (“Mr. Simonds”) (the “Asset Transfer Agreement”). Pursuant to the Asset Transfer Agreement, the Company acquired all of Asystem’s customer lists, customers, name, trademarks, internet domains and other things necessary to carry on the business of Asystem. Acquisition expenses were approximately $48,000 and were included in SG&A expenses. The results of operations of the Acquired Assets have been included in the consolidated results of the Company from the date of acquisition. The consideration for the Acquired Assets consisted of the issuance of 103,570,600 shares of our common stock, valued at $2,485,695 based on our common stock fair value on the date of acquisition, which were distributed to Asystem shareholders, and the assumption of certain liabilities of Asystem. The assumed liabilities included the assumption by the Company of notes payable by Asystem with an aggregate outstanding notes payable balance of $250,000 that are payable to the Cornelis F. Wit Revocable Living Trust, of which Cornelis F. Wit is the sole trustee (“Wit Trust”)
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and December 31, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the nine months ending September 30, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Form 10-K for the year ended December 31, 2022.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements reflect the accounts of Veritas Farms, Inc. and its wholly owned subsidiary 271 Lake Davis Holdings, LLC, a Delaware limited liability company. All significant inter-company accounts and transactions have been eliminated in consolidation.
Estimates in Financial Statements	Estimates in Financial Statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from these estimates.
Correction of Previously Issued Financial Statements	Correction of Previously Issued Financial Statements The accompanying unaudited condensed consolidated statement of operations for the nine months ended September 30, 2022 has been corrected for the following: an adjustment to reclassify selling, general and administrative expenses of $153,002 as a reduction of revenue as such amounts were related to consideration payable to a customer which the Company determined was not for distinct goods or services received. The Company assessed the materiality of the misstatement quantitatively and qualitatively and has concluded that the correction of the classification error is immaterial to the consolidated financials taken as a whole. As a result of the correction, revenue decreased from $948,046 to $795,044 with a corresponding decrease of gross expense from $59,570 to $212,572 and selling, general and administrative expenses decreased from $3,282,968 to $3,129,966. The correction had no impact on total operating loss and net loss.

Nature of Business and Summar_2

Nature of Business and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Nature of Business and Summary of Significant Accounting Policies [Abstract]
Schedule of Fair Value of Assets Acquired and Liabilities	The following table summarizes the consideration paid and the fair value of assets acquired and liabilities assumed: Inventories $ 600,709 Property and equipment, net of accumulated depreciation 53,663 Goodwill 2,548,652 Total assets acquired 3,203,024 Accounts payable 343,433 Notes payable, current portion 123,896 Related party convertible notes payable, current portion 250,000 Total liabilities assumed 717,329 Total purchase price $ 2,485,695
Schedule of Necessarily Indicative of Future Operating Results	The pro forma unaudited consolidated results are not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future operating results. For the nine months ended September 30, 2023 2022 Revenues $ 1,164,633 $ 2,903,412 Operating (loss) $ (2,907,280 ) $ (5,408,946 ) Net (loss) $ (3,630,450 ) $ (4,934,719 ) Net (loss) per share Basic $ (0.02 ) $ (0.03 ) Diluted $ (0.02 ) $ (0.03 ) Weighted average number of shares outstanding Basic 147,659,747 145,195,931 Diluted 147,659,747 145,195,931

Inventories, Net (Tables)

Inventories, Net (Tables)	9 Months Ended
Inventories, Net (Tables)	Sep. 30, 2023
Inventories, Net [Abstract]
Schedule of Inventories	Inventories consist of: September 30, December 31, Hemp and oil $ 490,151 $ 568,559 Finished goods 496,933 360,331 Raw materials 1,304,024 1,313,638 Inventories $ 2,291,108 $ 2,242,528

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
Property and Equipment (Tables)	Sep. 30, 2023
Property and Equipment [Abstract]
Schedule of Property and Equipment	September 30, 2023 December 31, 2022 Estimated Cost Accumulated Net book Cost Accumulated Net book useful life Land and land improvements $ 398,126 $ - $ 398,126 $ 398,126 $ - $ 398,126 - Buildings and improvements 1,525,712 276,508 1,249,204 1,528,294 245,951 1,282,343 39 Greenhouse 965,388 177,342 788,046 965,388 157,630 807,758 39 Fencing and irrigation 203,793 131,835 71,958 203,793 117,579 86,214 15 Machinery and equipment 714,248 577,536 136,712 621,457 425,368 196,089 7 Furniture and fixtures 123,442 78,324 45,118 94,485 77,595 16,890 7 Computer equipment 34,461 21,752 12,709 22,038 20,503 1,535 5 Vehicles 3,400 3,400 - 56,058 38,223 17,835 5 Total $ 3,968,570 $ 1,266,697 $ 2,701,873 $ 3,889,639 $ 1,082,849 $ 2,806,790

Notes Payable and Convertible_2

Notes Payable and Convertible Notes Payable (Tables)	9 Months Ended
Notes Payable and Convertible Notes Payable (Tables)	Sep. 30, 2023
Notes Payable and Convertible Notes Payable [Abstract]
Schedule of Notes Payable and Convertible Notes Payable Outstanding	The following tables summarize the notes payable and convertible notes payable outstanding as of September 30, 2023. Ending Non related party Related party principal Description Origination Maturity Interest September 30, Current Long Current Long Economic Injury Disaster Loan 6/24/2020 6/24/2050 3.75 % $ 150,000 $ - $ 150,000 $ - $ - Growth Line of Credit 8/25/2023 10/21/2024 15.00 % 97,213 97,213 - - - Total $ 247,213 $ 97,213 $ 150,000 $ - $ - Non related party Related party Origination Maturity Interest Ending Long Long Long term, Description date date rate 2023 Current term Current term Discount discount Convertible Promissory Note Payable 3/6/2020 10/1/2022 10 % $ 200,000 $ 200,000 $ - $ - $ - $ - $ - 2021 Secured Convertible Promissory Note Payable 10/12/2021 10/1/2024 10 % 3,000,000 - - - 3,000,000 (160,476 ) 2,839,524 2023 Secured Convertible Promissory Note Payable 6/7/2023 10/1/2026 10 % 2,500,000 - - - 2,500,000 (1,845,374 ) 654,626 Total $ 5,700,000 $ 200,000 $ - $ - $ 5,500,000 $ (2,005,850 ) $ 3,494,150
Schedule of Future Principal Payments	Future principal payments for the next five years are as follows for the future years ended December 31: 2023 $ 298,018 2024 3,003,295 2025 3,420 2026 2,503,551 2027 3,686 Thereafter 135,243 Total $ 5,947,213

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
Stock-Based Compensation (Tables)	Sep. 30, 2023
Stock-Based Compensation [Abstract]
Schedule of Stock Option Activity	The following table summarizes the stock option activity for the Company’s 2017 Plan: Number of Weighted average Weighted average Outstanding at December 31, 2021 5,189,167 $ 0.86 7.71 Granted 1,675,000 0.04 9.34 Exercised - - Forfeited/cancelled/expired (1,404,167 ) 0.49 Outstanding at December 31, 2022 5,460,000 0.70 7.18 Granted - - Exercised - - Forfeited/cancelled/expired (1,450,000 ) 0.91 Outstanding at September 30, 2023 4,010,000 $ 0.62 6.72 Vested and exercisable at September 30, 2023 3,606,666 $ 0.68 6.55
Schedule of Share-Based Payments	Below are the assumptions for the fair value of share-based payments for the nine month period ended September 30, 2023 and the year ended December 31, 2022. Stock option assumptions Stock option assumptions September 30, December 31, Risk-free interest rate 5.46 % 4.50 % Expected dividend yield 0.0 % 0.0 % Expected volatility 256.5 % 182.8 % Expected life of options (in years) 10 10

Shareholders_ Equity_(Deficit)

Shareholders’ Equity/(Deficit) (Tables)	9 Months Ended
Shareholders’ Equity/(Deficit) (Tables)	Sep. 30, 2023
Shareholders’ (Deficit) [Abstract]
Schedule of Undeclared Preferred Stock Dividends	The following table presents undeclared preferred stock dividends for the three and nine month periods ended September 30, 2023 and September 30, 2022, respectively. Undeclared dividends Undeclared dividends For the three months ended For the nine months ended September 30, September 30, Series of preferred stock 2023 2022 2023 2022 Series A preferred stock dividends $ 80,658 $ 80,658 $ 239,342 $ 239,342 Series B preferred stock dividends 20,164 20,164 59,836 59,836 Total undeclared preferred stock dividends $ 100,822 $ 100,822 $ 299,178 $ 299,178
Schedule of Cumulative Undeclared Dividends by Class of Preferred Stock	These cumulative undeclared dividends are recorded in Dividends payable on our balance sheet as of September 30, 2023 and December 31, 2022. Cumulative undeclared dividends as of Series of preferred stock September 30, December 31, Series A preferred stock $ 704,104 $ 464,762 Series B preferred stock 190,904 131,068 Cumulative undeclared preferred stock dividends $ 895,008 $ 595,830

Channel Reporting (Tables)

Channel Reporting (Tables)	9 Months Ended
Channel Reporting (Tables)	Sep. 30, 2023
Channel Reporting [Abstract]
Schedule of Disaggregation of Revenue	The following table represents a disaggregation of revenue by sales channel: For the three months ended For the nine months ended September 30, September 30, 2023 2022 2023 2022 Wholesale revenue $ 26,271 $ (74,970 ) $ 58,040 $ 167,971 E-commerce revenue 209,670 175,175 557,553 627,073 Total revenue $ 235,941 $ 100,205 $ 615,593 $ 795,044

Nature of Business and Summar_3

Nature of Business and Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 25, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Nature of Business and Summary of Significant Accounting Policies [Line Items]
Other expenses	$ 48,000
Issuance shares of common stock (in Shares)	103,570,600
Common stock fair value	$ 2,485,695
Aggregate outstanding balance	$ 250,000
Percentage of interest rate	10%
Maturity date	Apr. 01, 2024
Selling, general and administrative expenses					$ 153,002
Revenue		$ 235,941	$ 100,205	$ 615,593	$ 795,044
Maximum [Member]
Nature of Business and Summary of Significant Accounting Policies [Line Items]
Selling, general and administrative expenses				3,282,968
Revenue				948,046
Gross expense				59,570
Minimum [Member]
Nature of Business and Summary of Significant Accounting Policies [Line Items]
Selling, general and administrative expenses				3,129,966
Revenue				795,044
Gross expense				$ 212,572

Nature of Business and Summar_4

Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Fair Value of Assets Acquired and Liabilities	9 Months Ended
	Sep. 30, 2023 USD ($)
Schedule Of Fair Value Of Assets Acquired And Liabilities Abstract
Inventories	$ 600,709
Property and equipment, net of accumulated depreciation	53,663
Goodwill	2,548,652
Total assets acquired	3,203,024
Accounts payable	343,433
Notes payable, current portion	123,896
Related party convertible notes payable, current portion	250,000
Total liabilities assumed	717,329
Total purchase price	$ 2,485,695

Nature of Business and Summar_5

Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Necessarily Indicative of Future Operating Results - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Schedule Of Necessarily Indicative Of Future Operating Results Abstract
Revenues	$ 1,164,633	$ 2,903,412
Operating (loss)	(2,907,280)	(5,408,946)
Net (loss)	$ (3,630,450)	$ (4,934,719)
Net (loss) per share
Basic (in Dollars per share)	$ (0.02)	$ (0.03)
Diluted (in Dollars per share)	$ (0.02)	$ (0.03)
Weighted average number of shares outstanding
Basic (in Shares)	147,659,747	145,195,931
Diluted (in Shares)	147,659,747	145,195,931

Going Concern (Details)

Going Concern (Details) - USD ($)	3 Months Ended		9 Months Ended
Going Concern (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Going Concern [Line Items]
Accumulated deficit	$ (43,250,384)		$ (43,250,384)		$ (39,474,622)
Net loss attributable to common shareholders	$ (1,235,643)	$ (1,080,054)	$ (3,775,762)	$ (3,167,489)

Inventories, Net (Details)

Inventories, Net (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Inventories, Net (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Inventories, Net [Line Items]
Inventory impairment write-downs			$ 423,194
Inventory impairment write-downs Reductions					$ 802,493
Finished goods reductions					90,564
Hemp and oil					$ 711,929

Inventories, Net (Details) - Sc

Inventories, Net (Details) - Schedule of Inventories - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of Inventories [Abstract]
Hemp and oil	$ 490,151	$ 568,559
Finished goods	496,933	360,331
Raw materials	1,304,024	1,313,638
Inventories	$ 2,291,108	$ 2,242,528

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property and Equipment (Details) [Line Items]
Depreciation and amortization			$ 152,372	$ 351,726
Total depreciation expense	$ 48,064	$ 113,746
Assets held for sale	456,636		456,636		$ 502,709
Property, Plant and Equipment [Member]
Property and Equipment (Details) [Line Items]
Assets held for sale	$ 46,073		$ 46,073

Property and Equipment (Detai_2

Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Cost	$ 3,968,570	$ 3,889,639
Accumulated depreciation	1,266,697	1,082,849
Net book value	2,701,873	2,806,790
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Cost	398,126	398,126
Accumulated depreciation
Net book value	$ 398,126	398,126
Estimated useful life (years)
Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Cost	$ 1,525,712	1,528,294
Accumulated depreciation	276,508	245,951
Net book value	$ 1,249,204	1,282,343
Estimated useful life (years)	39 years
Greenhouse [Member]
Property, Plant and Equipment [Line Items]
Cost	$ 965,388	965,388
Accumulated depreciation	177,342	157,630
Net book value	$ 788,046	807,758
Estimated useful life (years)	39 years
Fencing and Irrigation [Member]
Property, Plant and Equipment [Line Items]
Cost	$ 203,793	203,793
Accumulated depreciation	131,835	117,579
Net book value	$ 71,958	86,214
Estimated useful life (years)	15 years
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	$ 714,248	621,457
Accumulated depreciation	577,536	425,368
Net book value	$ 136,712	196,089
Estimated useful life (years)	7 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Cost	$ 123,442	94,485
Accumulated depreciation	78,324	77,595
Net book value	$ 45,118	16,890
Estimated useful life (years)	7 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	$ 34,461	22,038
Accumulated depreciation	21,752	20,503
Net book value	$ 12,709	1,535
Estimated useful life (years)	5 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Cost	$ 3,400	56,058
Accumulated depreciation	3,400	38,223
Net book value		$ 17,835
Estimated useful life (years)	5 years

Notes Payable and Convertible_3

Notes Payable and Convertible Notes Payable (Details) - USD ($)									1 Months Ended		9 Months Ended
	May 30, 2023	Jan. 03, 2023	Nov. 16, 2022	Oct. 11, 2022	Sep. 06, 2022	Aug. 17, 2022	Aug. 02, 2022	May 14, 2021	Aug. 25, 2023	Apr. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 07, 2023	Dec. 31, 2022	Mar. 09, 2022	Oct. 12, 2021	Sep. 30, 2021	Feb. 28, 2021	Jun. 30, 2020	Mar. 31, 2020
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Percentage of interest rate									10%
Convertible promissory note											$ 200,000			$ 200,000
Maturity date									Apr. 01, 2024
Secured convertible promissory note outstanding											2,500,000
Aggregate outstanding balance									$ 250,000
Interest rate percent									10%
Interest rate									15%
Outstanding amount											$ 97,213
Notes payable									$ 123,896
Paycheck Protection Program [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Loan received																		$ 803,994
Accrued interest										$ 812,981
Economic Injury Disaster Loan [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Loan received																			$ 150,000
Percentage of interest rate											3.75%
Loan term											30 years
10% Convertible Promissory Note Payable [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Accrued interest								$ 20,000
Convertible promissory note																				$ 200,000
Bears interst rate											10%
Net of discount											$ 0			$ 0
Convertible Promissory Note Payable [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Conversion price of per share (in Dollars per share)											$ 0.4
Secured Convertible Promissory Notes Payable [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Maturity date																	Oct. 01, 2022
Convertible Promissory Note Payable [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Beneficial conversion feature											$ 95,000
Secured Convertible Promissory Notes Payable [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Percentage of interest rate											10%
Conversion price of per share (in Dollars per share)																$ 0.05
Secured Convertible Promissory Notes Payable [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Conversion price of per share (in Dollars per share)																$ 0.05
Beneficial conversion feature											$ 475,000
Net of discount											160,476	$ 160,476
Principal amount	$ 250,000	$ 250,000													$ 3,000,000	$ 1,500,000
Interest expense											120,357	120,357
Secured convertible promissory note outstanding											$ 3,000,000
Trust in exchange	$ 250,000	$ 250,000
2023 Secured Convertible Promissory Note[Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Percentage of interest rate	10%	10%	10%	10%	10%	10%	10%
Conversion price of per share (in Dollars per share)											$ 0.02		$ 0.02
Maturity date	Oct. 01, 2024	Oct. 01, 2024	Oct. 01, 2024	Oct. 01, 2024	Oct. 01, 2024	Oct. 01, 2024	Oct. 01, 2024
Beneficial conversion feature											$ 2,037,500
Net of discount											1,845,374
Principal amount	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000						$ 3,000,000
Interest expense											192,126	$ 0
Secured convertible promissory note outstanding											$ 2,500,000
Trust in exchange	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000
Aggregate of convertible promissory note													$ 1,750,000
Aggregate amount rate											10%

Notes Payable and Convertible_4

Notes Payable and Convertible Notes Payable (Details) - Schedule of Notes Payable and Convertible Notes Payable Outstanding	9 Months Ended
	Sep. 30, 2023 USD ($)
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Ending principal	$ 5,700,000
Economic Injury Disaster Loan [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Origination date	Jun. 24, 2020
Maturity date	Jun. 24, 2050
Interest rate	3.75%
Ending principal	$ 150,000
Growth Line of Credit [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Origination date	Aug. 25, 2023
Maturity date	Oct. 21, 2024
Interest rate	15%
Ending principal	$ 97,213
Notes Payable [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Ending principal	$ 247,213
Convertible Promissory Note Payable [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Origination date	Mar. 06, 2020
Maturity date	Oct. 01, 2022
Interest rate	10%
Ending principal	$ 200,000
2021 Secured Convertible Promissory Note Payable [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Origination date	Oct. 12, 2021
Maturity date	Oct. 01, 2024
Interest rate	10%
Ending principal	$ 3,000,000
2023 Secured Convertible Promissory Note Payable [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Origination date	Jun. 07, 2023
Maturity date	Oct. 01, 2026
Interest rate	10%
Ending principal	$ 2,500,000
Nonrelated Party [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current	200,000
Non related party, Long term
Related party, Current	200,000
Related party, Long term
Nonrelated Party [Member] \| Economic Injury Disaster Loan [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current
Non related party, Long term	150,000
Related party, Current
Related party, Long term	150,000
Nonrelated Party [Member] \| Growth Line of Credit [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current	97,213
Related party, Current	97,213
Nonrelated Party [Member] \| Notes Payable [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current	97,213
Non related party, Long term	150,000
Related party, Current	97,213
Related party, Long term	150,000
Nonrelated Party [Member] \| Convertible Promissory Note Payable [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current	200,000
Non related party, Long term
Related party, Current	200,000
Related party, Long term
Nonrelated Party [Member] \| 2021 Secured Convertible Promissory Note Payable [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current
Non related party, Long term
Related party, Current
Related party, Long term
Nonrelated Party [Member] \| 2023 Secured Convertible Promissory Note Payable [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current
Non related party, Long term
Related party, Current
Related party, Long term
Related Party [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current
Non related party, Long term	5,500,000
Related party, Current
Related party, Long term	5,500,000
Related party, Discount	(2,005,850)
Related party, Long term, Net of discount	3,494,150
Related Party [Member] \| Economic Injury Disaster Loan [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current
Non related party, Long term
Related party, Current
Related party, Long term
Related Party [Member] \| Notes Payable [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current
Non related party, Long term
Related party, Current
Related party, Long term
Related Party [Member] \| Convertible Promissory Note Payable [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current
Non related party, Long term
Related party, Current
Related party, Long term
Related party, Discount
Related party, Long term, Net of discount
Related Party [Member] \| 2021 Secured Convertible Promissory Note Payable [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current
Non related party, Long term	3,000,000
Related party, Current
Related party, Long term	3,000,000
Related party, Discount	(160,476)
Related party, Long term, Net of discount	2,839,524
Related Party [Member] \| 2023 Secured Convertible Promissory Note Payable [Member]
Schedule of Notes Payable and Convertible Notes Payable Outstanding [Abstract]
Non related party, Current
Non related party, Long term	2,500,000
Related party, Current
Related party, Long term	2,500,000
Related party, Discount	(1,845,374)
Related party, Long term, Net of discount	$ 654,626

Notes Payable and Convertible_5

Notes Payable and Convertible Notes Payable (Details) - Schedule of Future Principal Payments	Sep. 30, 2023 USD ($)
Schedule of Future Principal Payments [Abstract]
2023	$ 298,018
2024	3,003,295
2025	3,420
2026	2,503,551
2027	3,686
Thereafter	135,243
Total	$ 5,947,213

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)				1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
Stock-Based Compensation (Details) - USD ($)	Dec. 08, 2022	Jun. 30, 2022	Jan. 01, 2022	Aug. 25, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Sep. 27, 2017
Stock-Based Compensation (Details) [Line Items]
Total shares of common stock										6,867,747
Stock options year	10 years	10 years	10 years				10 years
Time-based share awards percentage							33.30%
Granted an aggregate options			625,000
Shares of aggregate options issued			300,000
Exercise price per share (in Dollars per share)			$ 0.049						$ 0.04
Granted aggregate shares		950,000
Purchase shares of common stock	100,000	100,000
Exercise price per share (in Dollars per share)	$ 0.019	$ 0.031
Vesting options percentage	25%	25%
Aggregate shares of restricted stock to employees				18,683,939
Shares of restricted stock				11,950,454
Aggregate fair value of options granted (in Dollars)							$ 0
Aggregate fair value options restricted stock (in Dollars)							448,415
Stock based compensation expense (in Dollars)					$ 36,508	$ 13,832	$ 66,306	$ 103,902
2023 Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Total number of shares authorized percentage							10%
Stock Option [Member]
Stock-Based Compensation (Details) [Line Items]
Common stock.share issued							40,000,000
Thomas E. Vickers, Kuno D. van der Post and Gary A. Shangold [Member]
Stock-Based Compensation (Details) [Line Items]
Aggregate shares of restricted stock				500,000
Thomas J. Krogh [Member]
Stock-Based Compensation (Details) [Line Items]
Aggregate shares of restricted stock				500,000
Marisa Cifre [Member]
Stock-Based Compensation (Details) [Line Items]
Aggregate shares of restricted stock				500,000
Henry Simonds [Member]
Stock-Based Compensation (Details) [Line Items]
Aggregate shares of restricted stock				4,233,485

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of Stock Option Activity - $ / shares		9 Months Ended	12 Months Ended
	Jan. 01, 2022	Sep. 30, 2023	Dec. 31, 2022
Schedule of stock option [Abstract]
Number of options, Beginning	5,189,167	5,460,000	5,189,167
Weighted average exercise price (per share), Beginning	$ 0.86	$ 0.7	$ 0.86
Weighted average remaining contractual term (in years) Beginning			7 years 8 months 15 days
Number of options, Granted			1,675,000
Weighted average exercise price (per share), Granted	$ 0.049		$ 0.04
Weighted average remaining contractual term (in years), Granted			9 years 4 months 2 days
Number of options, Vested and exercisable		3,606,666
Weighted average exercise price (per share), Vested and exercisable		$ 0.68
Weighted average remaining contractual term (in years), Vested and exercisable		6 years 6 months 18 days
Number of options, Exercised
Weighted average exercise price (per share), Exercised
Weighted-Average Remaining Exercised
Number of options, Forfeited/cancelled/expired		(1,450,000)	(1,404,167)
Weighted average exercise price (per share), Forfeited/cancelled/expired		$ 0.91	$ 0.49
Weighted-Average Remaining Forfeited/Cancelled
Number of options, Ending		4,010,000	5,460,000
Weighted average exercise price (per share), Ending		$ 0.62	$ 0.7
Weighted average remaining contractual term (in years) Ending		6 years 8 months 19 days	7 years 2 months 4 days

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details) - Schedule of Share-Based Payments	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Schedule of Share-Based Payments [Abstract]
Risk-free interest rate	5.46%	4.50%
Expected dividend yield	0%	0%
Expected volatility	256.50%	182.80%
Expected life of options (in years)	10 years	10 years

Leases (Details)

Leases (Details) - USD ($)			3 Months Ended		9 Months Ended
Leases (Details) - USD ($)	Sep. 08, 2021	Feb. 11, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Line Items]
Percentage of borrowing rate	5%	5%
Right of use asset	$ 298,364	$ 160,476
Right of use liability	$ 298,364	$ 160,476
Lease expiration term	Jan. 31, 2025
Lease amortization expense			$ 184,655	$ 37,084	$ 264,182	$ 116,752

Shareholders_ Equity_(Deficit_2

Shareholders’ Equity/(Deficit) (Details) - USD ($)	9 Months Ended
Shareholders’ Equity/(Deficit) (Details) - USD ($)	Sep. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Shareholders’ Equity/(Deficit) (Details) [Line Items]
Preferred stock, shares authorized	20,000,000		20,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001		$ 0.001
Principal amount (in Dollars)	$ 5,700,000
Conversion price of per share (in Dollars per share)	$ 0.05
Preferred stock aggregate amount, percentage	150%
Conversion rate of per share (in Dollars per share)	$ 0.2
Common Stock [Member]
Shareholders’ Equity/(Deficit) (Details) [Line Items]
Common stock, par value (in Dollars per share)	$ 0.001		$ 0.001
Common stock, shares outstanding	163,879,870		41,625,331
Preferred Stock [Member]
Shareholders’ Equity/(Deficit) (Details) [Line Items]
Preferred stock, par value (in Dollars per share)	$ 0.001
Minimum [Member]
Shareholders’ Equity/(Deficit) (Details) [Line Items]
Authorized common stock		200,000,000
Authorized preferred stock		5,000,000
Maximum [Member]
Shareholders’ Equity/(Deficit) (Details) [Line Items]
Authorized common stock		800,000,000
Authorized preferred stock		20,000,000
Common Stock [Member]
Shareholders’ Equity/(Deficit) (Details) [Line Items]
Common stock, authorized capital	800,000,000
Common stock, par value (in Dollars per share)		$ 0.001
Warrants purchase	2,595,270
Options purchase	4,010,000
Shares of convertible promissory notes	185,500,000
Series A Convertible Preferred Stock [Member]
Shareholders’ Equity/(Deficit) (Details) [Line Items]
Preferred stock, shares authorized	4,000,000		4,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001		$ 0.001
Preferred stock, shares issued	4,000,000		4,000,000
Preferred stock, shares outstanding	4,000,000		4,000,000
Stated value of per share (in Dollars per share)	$ 1
Percentage of dividends rate	8%
Series B Convertible Preferred Stock [Member]
Shareholders’ Equity/(Deficit) (Details) [Line Items]
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001		$ 0.001
Preferred stock, shares issued	1,000,000		1,000,000
Preferred stock, shares outstanding	1,000,000		1,000,000
Stated value of per share (in Dollars per share)	$ 1
Percentage of dividends rate	8%
Preferred stock aggregate amount, percentage	150%
Liquidation preference equal to the aggregate amount percentage	150%
Preferred Stock [Member]
Shareholders’ Equity/(Deficit) (Details) [Line Items]
Preferred stock, par value (in Dollars per share)		$ 0.001

Shareholders_ Equity_(Deficit_3

Shareholders’ Equity/(Deficit) (Details) - Schedule of Undeclared Preferred Stock Dividends - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Auction Market Preferred Securities, Stock Series [Line Items]
Preferred stock dividends	$ 100,822	$ 100,822	$ 299,178	$ 299,178
Series A Preferred Stock [Member]
Auction Market Preferred Securities, Stock Series [Line Items]
Preferred stock dividends	80,658	80,658	239,342	239,342
Series B Preferred Stock [Member]
Auction Market Preferred Securities, Stock Series [Line Items]
Preferred stock dividends	$ 20,164	$ 20,164	$ 59,836	$ 59,836

Shareholders_ Equity_(Deficit_4

Shareholders’ Equity/(Deficit) (Details) - Schedule of Cumulative Undeclared Dividends by Class of Preferred Stock - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Cumulative undeclared preferred stock dividends	$ 895,008	$ 595,830
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock	704,104	464,762
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock	$ 190,904	$ 131,068

Channel Reporting (Details) - S

Channel Reporting (Details) - Schedule of Disaggregation of Revenue - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 235,941	$ 100,205	$ 615,593	$ 795,044
Wholesale revenue [Member]
Disaggregation of Revenue [Line Items]
Total revenue	26,271	(74,970)	58,040	167,971
E-commerce revenue [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 209,670	$ 175,175	$ 557,553	$ 627,073

Concentrations (Details)

Concentrations (Details)		9 Months Ended
Concentrations (Details)	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Concentrations (Details) [Line Items]
Percentage of sales		10%	10%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| One Customer [Member]
Concentrations (Details) [Line Items]
Percentage of accounts receivable	33%	37%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Two Customer [Member]
Concentrations (Details) [Line Items]
Percentage of accounts receivable	16%	11%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Three Customer [Member]
Concentrations (Details) [Line Items]
Percentage of accounts receivable	10%

Related Party (Details)

Related Party (Details) - USD ($)								1 Months Ended	3 Months Ended		9 Months Ended
Related Party (Details) - USD ($)	May 30, 2023	Jan. 03, 2023	Nov. 16, 2022	Oct. 11, 2022	Sep. 06, 2022	Aug. 17, 2022	Aug. 02, 2022	Aug. 25, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 07, 2023	Dec. 31, 2022	Mar. 09, 2022	Oct. 12, 2021
Related Party (Details) [Line Items]
Secured convertible promissory note outstanding									$ 2,500,000		$ 2,500,000
Aggregate outstanding balance								$ 250,000
Agreement initial term								1 year
Receive service amount								$ 48,000
Shares of restricted stock (in Shares)								11,950,454
Related Party Transaction, Effects of any Change in Method of Establishing Terms								$1
Nature of Common Ownership or Management Control Relationships								two
2023 Equity Incentive Plan [Member]
Related Party (Details) [Line Items]
Shares of restricted stock (in Shares)								4,233,485
Secured Convertible Promissory Notes Payable [Member]
Related Party (Details) [Line Items]
Principal amount	$ 250,000	$ 250,000													$ 3,000,000	$ 1,500,000
Conversion price per share (in Dollars per share)																$ 0.05
Percentage of interest rate	10%	10%	10%					10%								10%
Maturity date	Oct. 01, 2024	Oct. 01, 2024	Oct. 01, 2024					Apr. 01, 2024
Beneficial conversion feature											475,000
Net of discount									160,476	$ 160,476	160,476	$ 160,476
Interest expense											120,357	120,357
Secured convertible promissory note outstanding									$ 3,000,000		$ 3,000,000
Trust in exchange	$ 250,000	$ 250,000
2023 Secured Convertible Promissory Note[Member]
Related Party (Details) [Line Items]
Principal amount	250,000	250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000						$ 3,000,000
Conversion price per share (in Dollars per share)									$ 0.02		$ 0.02		$ 0.02
Percentage of interest rate				10%	10%	10%	10%						10%
Maturity date				Oct. 01, 2024	Oct. 01, 2024	Oct. 01, 2024	Oct. 01, 2024
Beneficial conversion feature											$ 2,037,500
Net of discount									$ 1,845,374		1,845,374
Interest expense											192,126	0
Secured convertible promissory note outstanding									2,500,000		2,500,000
Trust in exchange	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000
Convertible promissory note													$ 1,750,000
Interest expense											192,126	0
Restricted Stock [Member]
Related Party (Details) [Line Items]
Receive service amount								$ 4,167
Related Party [Member]
Related Party (Details) [Line Items]
Convertible promissory note									3,494,150		3,494,150			$ 3,969,167
Interest expense									$ 317,604	$ 123,955	$ 666,661	$ 288,782
Secured Convertible Promissory Notes [Member]
Related Party (Details) [Line Items]
Maturity date											Oct. 01, 2024

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Nov. 09, 2023	Oct. 04, 2023
Subsequent Events [Abstract]
Received additional amount	$ 250,000	$ 250,000